<PAGE>

                                                                     EXHIBIT 4.2


THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 NOR QUALIFIED UNDER ANY STATE SECURITIES LAW IN RELIANCE UPON
EXEMPTIONS THEREFROM. THE SECURITIES MAY BE ACQUIRED FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED TO BE SO
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWS.

                           ELIBERATION.COM CORPORATION
                     (FORMERLY EWORLD COMMERCE CORPORATION)
                          STOCK SUBSCRIPTION AGREEMENT

         1. SUBSCRIPTION. _________________________ ("Purchaser") hereby
irrevocably agrees to purchase, on the terms and conditions described herein,
_________________ (___________) shares of Series A Preferred Stock, par value
$0.00001 per share (the "Shares") of eLiberation.com Corporation, formerly known
as eWorld Commerce Corporation, a Delaware corporation (the "Company") as part
of an offering of 2,000,000 shares of Series A Preferred Stock by the Company.

         2. PURCHASE PRICE AND DELIVERY OF SHARES. The purchase price for the
Shares is One Dollar ($1.00) per Share, which is payable in full by delivery
herewith of a check made payable to the order of ELIBERATION.COM CORPORATION.
The Company will send Purchaser a duly executed stock certificate representing
the Shares within ten business days after the Company executes and delivers to
Purchaser the acceptance on the signature page hereof.

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Purchaser as follows:

                  (a) Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of California and has all requisite corporate power and
authority to carry on its business as currently conducted and proposed to be
conducted.

                  (b) Capitalization. The authorized capital of the Company
consists of 30,000,000 shares of Common Stock, of which 5,000,000 are issued and
outstanding, and 10,000,000 shares of Preferred Stock, of which none are issued
and outstanding and which the Board of Directors may designate in one or more
series from time to time. As of the first closing of the offering, there shall
be 2,000,000 shares of Preferred Stock designated Series A Preferred Stock, with
the rights, preferences, privileges and restriction described in the Memorandum
of Terms For the Private Placement of Series A Convertible Preferred Stock of
eLiberation.com Corporation. The following shares are reserved for future
issuance as of March 11, 1999:

                                                          [ELIBERATION.COM LOGO]
<PAGE>

                           (i) Options. 2,000,000 shares of Common Stock are
reserved for issuance under options for the Company's employees, consultants,
advisors, officers, directors, service providers, or strategic partners.

                           (ii) Other Private Placements. The Company is
contemplating further private placements of shares of Common Stock and/or
preferred stock, the terms of which are yet to be determined but which would
have rights, preferences and privileges senior to the Common Stock, of Common
Stock and would require additional authorized shares. The Company anticipates
issuing shares, the terms and conditions of which have yet to be determined,
which will be senior to the Shares in respect to rights and preferences
comprised of 1,500,000 or fewer shares of a new Series B Preferred Stock at a
price of $3.00 or more per share, and 1,500,000 or fewer shares of a new Series
C Preferred Stock at a price of $7.00 or more per share. No assurance is
possible that such future offerings will be completed.

                  (c) Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and the authorization, issuance (or
reservation for issuance) and delivery of the Shares being sold hereunder has
been taken, and this Agreement constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its terms.

                  (d) Valid Issuance of Stock. The Shares, including any shares
of Common Stock issuable upon conversion thereof, which are being purchased by
the Purchaser hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration expressed herein will be duly and validly
issued, fully paid and nonassessable and, based in part upon the representations
of the Purchaser in this Agreement, will be issued in compliance with all
applicable federal and state securities laws.

                  (e) Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, local or provincial governmental authority on
the part of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement, except for filings required under
applicable securities laws, all of which will be effected after the sale of the
Shares hereunder.

                  (f) Litigation. There is no action, suit, proceeding or
investigation pending or currently threatened against the Company which
questions the validity of this Agreement or the right of the Company to enter
into it, or to consummate the transactions contemplated hereby, or which might
result, either individually or in the aggregate, in any material adverse changes
in the assets, condition, affairs or prospects of the Company, financially or
otherwise, or any change in the current equity ownership of the Company.

                  (g) Title to Property and Assets. The Company owns its
property and assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in the ordinary
course of business and do not materially impair the Company's ownership or use
of such property or assets. With respect to the property and assets it leases or
licenses, the Company is in compliance with such leases or licenses and, to the
best of its knowledge, holds a valid leasehold interest or license right free of
any liens, claims or encumbrances.

                                                          [ELIBERATION.COM LOGO]
<PAGE>

                  (h) Business Plan and Financial Statements. The most recently
revised Business Plan of the Company has been prepared in good faith by the
Company. With respect to projections contained in the Business Plan or
otherwise, the Company represents only that such projections were prepared in
good faith and that the Company reasonably believes that there is a reasonable
basis for such projections. The Company has only recently incorporated, and has
not conducted material operations.

         4. REPRESENTATIONS OF PURCHASER. The Purchaser hereby represents and
warrants that:

                  (a) The Purchaser is capable of bearing the economic risks of
this investment, including the possible loss of the entire investment;

                  (b) The Shares are being acquired for investment only and for
the Purchaser's own account and not with a view to, or for sale in connection
with, the distribution thereof, nor with any present intention of distributing
or selling any of the Shares;

                  (c) The Purchaser understands that the Shares have not been
qualified under the California Corporate Securities Law of 1968, as amended,
(the "Law") or any other applicable state securities laws and that the Shares
have not been registered under the Securities Act of 1933, as amended, (the
"Act"), and are being offered and sold pursuant to exemptions thereunder, and
that in this connection the Company is relying on the Purchaser's
representations set forth in this Subscription Agreement;

                  (d) The Purchaser understands and agrees that the Shares may
not be offered or transferred in any manner unless (i) the Shares are
subsequently registered under the Act and any applicable state securities laws,
or (ii) an opinion of counsel satisfactory to the Company has been rendered
stating that such offer or transfer will not violate any applicable federal or
state securities laws, or (iii) such sale is made in compliance with all of the
requirements of Rule 144 promulgated by the Securities and Exchange Commission
under the Act;

                  (e) The Purchaser is an "accredited investor" within the
meaning of SEC Rule 501 of Regulation D, as presently in effect, as set forth on
Exhibit B attached hereto [PURCHASER: YOU MUST STRIKE OUT THIS PARAGRAPH IF IT
IS INAPPLICABLE TO YOU.];

                  (f) The Purchaser understands and agrees that in addition to
any other restrictive legend which may be imposed on the certificate, the
certificate evidencing said Shares will bear the following legends:

                  THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
                  TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC
                  RULE 144 (IF AVAILABLE) OR THERE IS AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
                  SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING
                  THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
                  EXEMPT FROM THE

                                      -3-
<PAGE>

                  REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933
                  ACT.

                  (g) The representations which Purchaser has made herein are
true and correct on the date hereof and the Purchaser understands that the
Company will be relying on representations made herein in determining whether
the offering is exempt from registration under Act and under applicable state
securities laws; should any such information change prior to the issuance of the
Shares to Purchaser, Purchaser agrees to immediately provide the Company with a
written notice setting forth the corrected information;

                  (h) By executing this Subscription Agreement, the Purchaser
hereby acknowledges receipt of all such information as the Purchaser deems
necessary and appropriate to enable the Purchaser to evaluate the merits and
risks in acquiring the Shares. The Purchaser acknowledges receipt of
satisfactory and complete information covering the business and financial
condition of the Company, including the opportunity to obtain information
regarding the Company's financial status, in response to all inquiries in
respect thereof. The Purchaser has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
acquiring the Shares and the capacity of protecting his own interests in the
transaction;

                  (i) The Purchaser has been furnished with the materials
relating to the Company and the offering of the Shares which they have
requested, and has been afforded the opportunity to make inquiries concerning
the Company and such matters as the Purchaser has deemed necessary, and has
further been afforded the opportunity to obtain any additional information
required by the Purchaser to the extent the Company possesses such information
or could acquire it without unreasonable effort or expense;

                  (j) The Purchaser has substantial means of providing for his
or her current needs and personal contingencies and has no need for liquidity in
this investment;

                  (k) The Purchaser has determined that the Shares are a
suitable investment for him or her and that he or she could bear a complete loss
of his or her entire investment;

                  (l) The Purchaser has relied on his or her own tax and legal
advisor and his or her own investment counselor with respect to the income tax
and investment considerations of a purchase of the Shares;

                  (m) The Purchaser did not learn of the offering described
herein through any general advertising or other literature, and he or she and/or
his or her representatives have relied only on the information furnished or made
available to them by the Company described above;

                  (n) If the Purchaser is a corporation, partnership, trust or
other entity, it is authorized and qualified to purchase the Shares; the person
signing this Subscription Agreement on behalf of such entity has been duly
authorized by such entity to do so; and this Agreement represents a valid,
binding and enforceable agreement of the Purchaser;

                  (o) No representations or warranties have been made to the
Purchaser by the Company, its officers, directors or shareholders or any persons
acting on behalf of the Company, or any affiliates of any of them, other than
the representations set forth herein; and

                                      -4-
<PAGE>

                  (p) The Purchaser represents and warrants that neither the
Purchaser nor the Company is subject to any law, regulation of any jurisdiction,
other than of the United States or the states of the United States, that
requires the Company to make any filing or obtain any permit or approval, in
connection with the transactions contemplated in this Agreement.

         5. ACCEPTANCE. Purchaser hereby confirms his or her understanding that
the Company has full and absolute discretion to accept or reject this
subscription in whole. In the case of rejection of this subscription, the total
subscription funds of the Purchaser will be promptly returned to him or her
without interest. Purchaser further understands that the offering may be
terminated by the Company at any time. In the event of termination prior to
acceptance of Purchaser's subscription, Purchaser's funds will be returned to
him or her without interest.

         6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same agreement.

         7. ASSIGNABILITY. This Agreement is not transferable or assignable by
the Purchaser.

         8. OWNERSHIP OF SHARES. Please print the name and address of each
person in whose name the Shares are to be registered.

      (1) Name
             -------------------------------------------------------------------
                        First              Middle              Last


             -------------------------------------------------------------------
                                   Street Address


             -------------------------------------------------------------------
                        City           State             Zip Code

             Social Security or Tax I.D.  No.

      (2) Name
             -------------------------------------------------------------------
                       First             Middle             Last


             -------------------------------------------------------------------
                                   Street Address


             -------------------------------------------------------------------
                        City           State             Zip Code

             Social Security or Tax I.D.  No.

                                      -5-
<PAGE>

         9. TITLE TO SHARES. Please indicate by check mark below the manner in
which title to the Shares is to be held:

             __  Community Property              __  Individual

             __  Joint Tenancy              __ Trust

             __  Tenancy in Common               __  Company

             __  Separate Property          __ Other (please indicate)

             __  As Custodian For

             __  under Uniform Gift to Minors Act

         10. SIGNATURE. Each person in whose name the Shares are to be
registered must sign in the space provided below.

         IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by
this Stock Subscription Agreement on the date indicated below.

Dated this __ day of ____, 1999.


                                        ----------------------------------------
                                        Print Name of Purchaser


-------------------------------------   ----------------------------------------
Number of Shares Subscribed For         Signature



-------------------------------------   ----------------------------------------
Number of Shares Subscribed For         Print Name of Purchaser



------------------------------------    ----------------------------------------
Amount Paid Upon Subscription           Signature of Co-Investor (if any,
                                        including the Purchaser's spouse,
                                        Co-Tenant or Co-Trustee)

                                        ----------------------------------------
                                        Print Name of Co-Investor (if any,
                                        including the Purchaser's spouse,
                                        Co-Tenant or Co-Trustee)

ACCEPTED,                               ELIBERATION.COM CORPORATION

                                        By:
                                        ----------------------------------------
                                        Its:PRESIDENT

                                      -6-
<PAGE>

                                    EXHIBIT A

                MEMORANDUM OF TERMS FOR THE PRIVATE PLACEMENT OF
                     SERIES A CONVERTIBLE PREFERRED STOCK OF

                           ELIBERATION.COM CORPORATION

                              AS OF MARCH 11, 1999

THIS TERM SHEET SUMMARIZES THE PRINCIPAL TERMS OF THE PROPOSED FINANCING OF
EWORLD COMMERCE CORPORATION (THE "COMPANY"). THIS TERM SHEET IS FOR DISCUSSION
PURPOSES ONLY; THERE IS NO OBLIGATION ON THE PART OF ANY NEGOTIATING PARTY UNTIL
A DEFINITIVE STOCK SUBSCRIPTION AGREEMENT IS SIGNED BY ALL PARTIES. THIS TERM
SHEET DOES NOT CONSTITUTE EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE
SECURITIES.

AMOUNT TO BE RAISED:            Up to US$2,000,000 at a $5 million pre-money
                                valuation, with a first closing as to a minimum
                                of U.S. $1,000,000.

TYPE OF SECURITY:               Series A Convertible Preferred Stock ("Series A
                                Preferred").

NUMBER OF SHARES:               Up to 2,000,000 shares

PURCHASE PRICE:                 $1.00 per share (the "Purchase Price").

INVESTORS:                      Sophisticated Investors -- U.S. Accredited
                                Investors and Qualified Investors who are not
                                U.S. Persons.

CLOSING DATE:                   The first closing of the sale of the Series A
                                Preferred (the "Closing") is anticipated to be
                                promptly following receipt of US$1,000,000 of
                                subscriptions.

POST-FINANCING CAPITALIZATION
(MINIMUM  OFFERING):

<TABLE>
<CAPTION>
                                                     Number of
      Class                                           Shares    Percent
      -----                                           ------    -------
<S>                                                  <C>        <C>
COMMON STOCK                                         5,000,000   62.5%
RESERVE FOR OPTIONS                                  2,000,000   25.0%
SERIES A PREFERRED*                                  1,000,000   12.5%
                                                     ---------  -----
TOTAL                                                8,000,000  100.0%
</TABLE>

POST-FINANCING CAPITALIZATION
(MAXIMUM OFFERING):

<TABLE>
<CAPTION>
                                                     Number of
      Class                                           Shares    Percent
      -----                                           ------    -------
<S>                                                  <C>        <C>
COMMON STOCK                                         5,000,000   55.5%
RESERVE FOR OPTIONS                                  2,000,000   22.2%
SERIES A PREFERRED*                                  2,000,000   22.2%
TOTAL                                                9,000,000  100.0%
</TABLE>


<PAGE>

RIGHTS, PREFERENCES,            DIVIDENDS:  No dividend may be declared and paid
PRIVILEGES AND RESTRICTIONS     upon shares of Common Stock in any fiscal year
OF THE PREFERRED STOCK:         of the Company unless a dividend of an equal
                                amount is simultaneously declared and paid upon
                                the shares of Series A Preferred for such fiscal
                                year of the Company. No dividends are
                                anticipated to be paid.

                                CALL WARRANTS: Series A Preferred will have call
                                warrants attached, at the ratio of one call
                                warrant for each three shares so held, at a
                                strike price of $10, and exercisable at any time
                                within 24 months after the purchase date of the
                                Series A stock.

                                VOLUNTARY CONVERSION: Each holder of Series A
                                Preferred will have the right, at the option of
                                the holder, at any time, to convert shares of
                                Series A Preferred into shares of Common Stock
                                at an initial conversion ratio of one-for-one.

                                AUTOMATIC CONVERSION: The Series A Preferred
                                will be automatically converted into Common
                                Stock, at the then applicable conversion rate,
                                in the event of either (i) the election of
                                holders of a majority of the then out-standing
                                Preferred Stock, voting together as a class, or
                                (ii) the closing of an underwritten initial
                                public offering of the Company's Common Stock
                                under the Securities Act of 1933 ("IPO") at a
                                public offering price of at least US$10 per
                                share that results in the Common Stock being
                                accepted for listing on the New York Stock
                                Exchange or the Nasdaq National Market or the
                                Nasdaq Small Cap Market.

                                ANTIDILUTION PROVISIONS: The conversion price of
                                the Series A Preferred shall be subject to an
                                adjustment  to prevent dilution in the event
                                that the Company issues additional shares of
                                capital stock at a purchase price less than the
                                applicable conversion price (other than to
                                employees, consultants, advisors, officers,
                                directors, service providers, or strategic
                                partners pursuant to stock purchase or stock
                                option plans or agreements approved by the
                                Board). In such an event, the conversion price
                                shall be adjusted according to a
                                weighted-average formula. If warrants and
                                options are issued, amounts payable upon
                                exercise shall be treated as paid for the
                                shares that are deemed issued.

                                LIQUIDATION PREFERENCE: In the event of any
                                liquidation or winding up of the Company, the
                                holders of the Series A Preferred will be
                                entitled to receive, in preference to the
                                holders of Common Stock, a preference amount per

                                       -8-
<PAGE>

                                share consisting of the Purchase Price plus
                                declared and unpaid dividends, if any.
                                Thereafter, the remaining assets of the Company
                                will be distributed ratably to the holders of
                                Common Stock and the Series A Preferred on an
                                as-converted basis. A merger, acquisition or
                                sale of all or substantially all of the assets
                                of the Company in which the stockholders of the
                                Company immediately prior to such event do not
                                own a majority of the outstanding shares of the
                                surviving corporation will be deemed to be a
                                liquidation for purposes of the liquidation
                                preference. The preference feature of this
                                liquidation preference will be eliminated in
                                the event of a liquidation where absent the
                                preferential feature a liquidation of the
                                Company would yield proceeds to the holders of
                                Series A Preferred in excess of three (3) times
                                the Purchase Price per share.

                                VOTING RIGHTS: The holder of a share of Series
                                A Preferred will be entitled to that number of
                                votes on all matters presented to stockholders
                                equal to the number of shares of Common Stock
                                then issuable upon conversion of such share of
                                Series A Preferred.

                                PROTECTIVE PROVISIONS: Without the approval of
                                the holders of at least a majority of the
                                Series A Preferred, the Company will not take
                                any action that (i) alters or changes the
                                rights, preferences or privileges of the Series
                                A Preferred so as to adversely affect such
                                shares, (ii) increases or decreases the number
                                of authorized shares of Series A Preferred, or
                                (iii) authorizes the issuance of securities
                                having a preference over or on a parity with
                                the Series A Preferred, including debt
                                securities, other than these senior securities:
                                (A) in connection with commercial credit
                                arrangements, equipment financings or similar
                                transactions, (B) 1,500,000 or fewer shares of
                                Series B Preferred Stock at a price of $3.00 or
                                more, and (C) 1,500,000 or fewer shares of
                                Series C Preferred Stock at a price of $7.00 or
                                more.

INFORMATION RIGHTS:             So long as any shares of Series A Preferred are
                                outstanding, the Company will deliver to such
                                holder annual and quarterly financial
                                statements as well as an annual budget. The
                                obligation of the Company to furnish such
                                information will terminate at such time as the
                                Company consummates an IPO or becomes subject
                                to the reporting provisions of the Securities
                                Exchange Act of 1934.

                                       -9-
<PAGE>

RIGHT OF FIRST OFFER:           Each holder of Series A Preferred will have the
                                right in the event the Company proposes to
                                offer equity securities to any person (other
                                than (i) the issuance of capital stock to
                                employees, consultants, advisors, officers,
                                directors, service providers, or strategic
                                partners pursuant to stock purchase or stock
                                option plans or agreements approved by the
                                Board, (ii) the issuance of securities in
                                connection with acquisition transactions, (iii)
                                the issuance of securities to financial
                                institutions or lessors in connection with
                                commercial credit arrangements, equipment
                                financings or similar transactions, (iv) shares
                                issued upon conversion of then outstanding
                                Preferred Stock, (v) the issuance of securities
                                in a public offering, or (vi) stock splits,
                                stock dividends or like transactions) to
                                purchase that portion of such equity securities
                                equal to (a) the number of shares of Common
                                Stock issued or issuable upon conversion of the
                                Series A Preferred held by each holder of
                                Series A Preferred divided by (b) all of the
                                Company's Common Stock then outstanding or
                                issuable upon exercise of in-the-money options
                                or warrants or conversion of Preferred Stock.
                                Such equity securities shall be purchased
                                within 15 days from notice by the Company and
                                on the same terms as they are purchased by
                                other third party purchasers of the equity
                                securities. Such right of first offer will
                                terminate upon an IPO or the acquisition of the
                                Company.

                                The Company shall have a right of first refusal
                                to purchase Common Stock prior to a transfer by
                                the initial founders of the Company to a third
                                party, except for the sale by them of up to 10%
                                of their present holdings per year. Each of the
                                Series A Preferred holders and the other Common
                                Stock holders shall have the right to purchase
                                the shares not purchased by the Company.

                                The Company shall have a right to repurchase
                                Common Stock held by the initial founders of
                                the Company expiring as to 25% of their present
                                holdings each 6 months in the event the
                                affected person voluntarily terminates his or
                                her services as an employee, director and
                                advisor to the Company, as the case may be.

                                      -10-
<PAGE>

CO-SALE RIGHT IN SALES BY       If at any time prior to an IPO the initial
COMMON STOCK HOLDERS            founders of the Company seeks to sell their
                                stock holdings to a party other than the
                                Company, except for the sale by them of up to
                                10% of their present holdings per year, the
                                holders of Series A Preferred or Common Stock
                                will each have the right to participate in the
                                transaction at the same terms and conditions as
                                the selling Common Stockholder on a pro-rata
                                basis.

REGISTRATION RIGHTS:            REGISTRABLE SECURITIES: All shares of Common
                                Stock issuable upon conversion of the Preferred
                                Stock shall be deemed "Registrable Securities."

                                DEMAND REGISTRATION RIGHTS: If the Company has
                                not completed an IPO within four (4) years
                                after the Closing, holders of at least a
                                majority of the Registrable Securities shall
                                have one (1) demand registration right to
                                request that the Company file a registration
                                statement under the Securities Act of 1933, in
                                order to permit such holders to sell their
                                shares (subject to cutbacks at the
                                underwriter's discretion).

                                REGISTRATION EXPENSES: Registration expenses
                                (exclusive of underwriting discounts and
                                commissions, stock transfer taxes and fees of
                                counsel to the selling stockholders) will be
                                borne by the Company for all demand, piggyback
                                and S-3 registrations. The Company will also
                                pay the reasonable fees and expenses of one
                                special counsel to the selling stockholders up
                                to US$10,000.

                                TRANSFER OF REGISTRATION RIGHTS: The
                                registration rights may be transferred to a
                                transferee who acquires at least 25% of the
                                original purchaser's Registrable Securities (or
                                all of such the transferring holder's shares,
                                if less), provided that the Company is given
                                prompt notice of the transfer and the
                                transferee agrees to be bound by the terms and
                                conditions of the Registration Rights
                                Agreement. Transfer of registration rights to a
                                partner or affiliate or member of the immediate
                                family of the transferee will be without
                                restrictions as to minimum shareholdings.

                                TERMINATION OF REGISTRATION RIGHTS: The
                                registration obligations of the Company will
                                terminate on the earlier of (i) the IPO, or
                                (ii) with respect to any holder of registration
                                rights, at such time as all Registrable
                                Securities of such holder may be sold within a
                                three (3)

                                      -11-
<PAGE>

                                month period pursuant to Rule 144.

                                MARKET STANDOFF: In connection with the IPO,
                                each holder of registration rights will be
                                required not to sell or otherwise dispose of
                                any securities of the Company (except for those
                                securities being registered) for a period of
                                180 days following the effective date of the
                                registration statement for such offering, and
                                in connection with secondary offerings for a
                                period of up to 120 days, if so requested by
                                the underwriters of such offering.

ASSIGNMENT OF TECHNOLOGY:       The key employees of the Company (and/or
                                holders of the Company's Common Stock) agree to
                                assign to the Company all rights, title and
                                interest in and to all technology and
                                proprietary information owned by them relating
                                to the Company's business.

BOARD OF DIRECTORS:             Upon closing of the financing, the Bylaws of
                                the Company shall provide that the Board of
                                Directors of the Company shall initially
                                consist of from three (3) to (5) directors.

                                One representative of the Series A Preferred
                                shall have "observer" rights as to all Board
                                activities. Also, there shall be a Compensation
                                Committee comprised of non-employee members of
                                the Board.

PURCHASE AGREEMENT:             The sale of the Series A Preferred will be made
                                pursuant to a stock purchase agreement
                                reasonably acceptable to the Company and the
                                Investors, which agreement will contain, among
                                other things, appropriate representations and
                                warranties of the Company and the Investors,
                                covenants of the Company reflecting the
                                provisions set forth in this term sheet and
                                appropriate conditions to closing which will
                                include, among other things, the filing of a
                                Certificate of Designation of Series A
                                Preferred.

OTHER DOCUMENTATION:            In addition to the Purchase Agreement, the
                                following documents will be prepared in
                                connection with the Financing:

                                a) Board and shareholder resolutions approving
                                   transaction;

                                b) Certificate of Designation of Series A
                                   Preferred Stock;

                                c) Investor Rights Agreement;

                                d) Registration Rights Agreement;

                                e) Employee Confidentiality Agreements
                                   (including provisions for confidentiality,
                                   non-competition, nondisclosure and for the
                                   assignment of technology);

                                      -12-
<PAGE>

                                f) Stock Subscription Agreement;

                                g) Stock certificates; and

                                h) Form D and Notice pursuant to Section
                                   25102(f).

PREPARATION OF DOCUMENTATION:   Counsel to the Company shall prepare the
                                required documentation in this Financing on
                                behalf of the Company. Investors should seek
                                their own tax and legal advice.

EXPENSES:                       The Investors will bear their own expenses in
                                connection with this offering.

COUNSEL TO THE COMPANY:         Nicholas J. Yocca, Esq.
                                Stradling Yocca Carlson & Rauth
                                660 Newport Center Drive, Suite 1600
                                Newport Beach, California  92660
                                Tel: 949-725-4120
                                Fax: 949-823-5120
                                Email: njyocca@sycr.com

                                      -13-
<PAGE>

                                    EXHIBIT B
                               ACCREDITED INVESTOR

      Accredited Investor. Accredited investor shall mean any person who comes
within any of the following categories, or who the issuer reasonably believes
comes within any of the following categories, at the time of the sale of the
securities to that person:

      1.    Any bank as defined in section 3(a)(2) of the Act, or any savings
            and loan association or other institution as defined in section
            3(a)(5)(A) of the Act whether acting in its individual or fiduciary
            capacity; any broker or dealer registered pursuant to section 15 of
            the Securities Exchange Act of 1934; any insurance company as
            defined in section 2(13) of the Act; any investment company
            registered under the Investment Company Act of 1940 or a business
            development company as defined in section 2(a)(48) of that Act; any
            Small Business Investment Company licensed by the U.S. Small
            Business Administration under section 301(c) or (d) of the Small
            Business Investment Act of 1958; any plan established and maintained
            by a state, its political subdivisions, or any agency or
            instrumentality of a state or its political subdivisions, for the
            benefit of its employees, if such plan has total assets in excess of
            $5,000,000; any employee benefit plan within the meaning of the
            Employee Retirement Income Security Act of 1974 if the investment
            decision is made by a plan fiduciary, as defined in section 3(21) of
            such act, which is either a bank, savings and loan association,
            insurance company, or registered investment adviser, or if the
            employee benefit plan has total assets in excess of $5,000,000 or,
            if a self-directed plan, with investment decisions made solely by
            persons that are accredited investors;

      2.    Any private business development company as defined in section
            202(a)(22) of the Investment Advisers Act of 1940;

      3.    Any organization described in section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;

      4.    Any director, executive officer, or general partner of the issuer of
            the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

      5.    Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

      6.    Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

      7.    Any trust, with total assets in excess of $5,000,000, not formed for
            the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and

      8.    Any entity in which all of the equity owners are accredited
            investors.